Exhibit 99.1
COMPUTER NETWORK TECHNOLOGY CORPORATION
RESTRICTED STOCK AGREEMENT
THIS AGREEMENT made as of the ___ day of _______, ____, between
Computer Network Technology Corporation, a Minnesota corporation (the "Company")
and ________________________ (the "Employee"),
W I T N E S S E T H:
WHEREAS, the Computer Network Technology Corporation 1997 Restricted
Stock Plan (the "Plan") permits the Company to make certain awards to Employees,
including awards of Restricted Stock; and
WHEREAS, the Committee has determined to make an award of Restricted
Stock to the Employee, such award to be governed by the terms of the Plan and
this Agreement;
NOW, THEREFORE, in consideration of the premises and the covenants and
agreements contained herein, and for other good and valuable consideration, the
parties agree as follows:
1. GRANT OF RESTRICTED STOCK
(a) Subject to the terms and conditions of the Plan and of this
Agreement (and subject to execution of this Agreement by
Employee), the Company has granted to Employee _______ Shares,
as defined in the Plan. Such Shares are subject to the
restrictions provided for herein and are referred to
collectively as the "Restricted Shares" and each as a
"Restricted Share".
(b) Each Restricted Share shall be evidenced by a duly issued
stock certificate (which may represent more than one
Restricted Share) registered in the name of Employee. Employee
shall have all rights of a shareholder of the Company with
respect to each Restricted Share (including voting rights and
the right to receive dividends and other distributions),
except that all restrictions provided for herein shall apply
to each Restricted Share and to any other securities
distributed with respect to such Restricted Share.
(c) No Restricted Share may be sold, transferred, pledged,
hypothecated or otherwise encumbered or disposed of until such
Restricted Share has vested in Employee in accordance with all
terms and conditions of this Agreement. Each Restricted Share
shall remain restricted and subject to forfeiture by Employee
to the Company unless and until such Restricted Share has
vested in Employee in accordance with all terms and conditions
of this Agreement.
(d) Each stock certificate evidencing any Restricted Share shall
contain such legends and stock transfer instructions or
limitations as may be determined or authorized by the
Committee in its sole discretion; and the Company may, in its
sole discretion, retain custody of any such certificate
throughout the period during which any Restrictions
are in effect and require, as a condition to issuing any such
certificate, that the Employee tender to the Company a stock
power duly executed in blank relating thereto.
2. NORMAL VESTING. For purposes of this Agreement, the term
"Employment" and similar terms shall include the providing of services to the
Company, or a parent or subsidiary thereof, in the capacity of employee, advisor
or consultant. If the Employee remains continuously employed by the Company or a
parent or subsidiary thereof (excluding any periods during which the Employee is
on approved leaves of absence) for a period of four years commencing with the
date of this Agreement, then the Restricted Shares will vest.
3. ACCELERATED VESTING. Notwithstanding paragraph 2, above, the
Restricted Shares shall vest immediately upon (i) a declaration by the Committee
pursuant to paragraph 9 of the Plan upon the occurrence of an "Event," as
defined therein, (ii) a Change in Control as defined in paragraph 5 of this
Agreement, (iii) the death of the Employee or the Employee's becoming
permanently disabled, or (iv) the achievement by the Employee (or the Employee
and others as a group if so provided in Exhibit A) of the performance objectives
described in Exhibit A attached to this Agreement, as revised or modified from
time to time by the Committee in accordance with paragraph 7 of this Agreement.
Accelerated vesting upon achievement of performance objectives may be
incremental -- that is, designated numbers of the Restricted Shares may vest
successively upon achievement of different performance objectives and certain of
the performance objectives may not be identified until a future date.
4. ISSUANCE OF UNRESTRICTED SHARES. Upon the vesting of any Restricted
Shares, all restrictions on the transferability of such Restricted Shares will
lapse, and the Company will, subject to the provisions of paragraphs 8 and 11 of
the Plan (dealing with payment of required withholding taxes and other legal
requirements, respectively), issue to the Employee a certificate evidencing the
Restricted Shares that is free of transfer or other restrictions.
5. CHANGE IN CONTROL. For purposes of this Agreement, a "Change in
Control" of the Company shall be deemed to occur if any of the following occur:
(1) The acquisition by an individual, entity, or group (within the
meaning of Section 13(d)(3) or l4(d)(2) of the Exchange Act) of
beneficial ownership (within the meaning of Exchange Act Rule 13d-3) of
40% or more of either (A) the then outstanding shares of common stock
of the Company (the "Outstanding Company Common Stock") or (B) the
combined voting power of the then outstanding voting securities of the
Company entitled to vote generally in the election of the Board (the
"Outstanding Company Voting Securities"); provided, however, that the
following acquisitions shall not constitute a change in Control:
(A) any acquisition of voting securities of the Company directly
from the Company,
(B) any acquisition of voting securities of the Company by the
Company or any of its wholly owned Subsidiaries,
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(C) any acquisition of voting securities of the Company by any
employee benefit plan (or related trust) sponsored or
maintained by the Company or any of its Subsidiaries, or
(D) any acquisition by any corporation with respect to which,
immediately following such acquisition, more than 60% of,
respectively, the then outstanding shares of common stock of
such corporation and the combined voting power of the then
outstanding voting securities of such corporation entitled to
vote generally in the election of directors is then
beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities
immediately prior to such acquisition in substantially the
same proportions as was their ownership, immediately prior to
such acquisition, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be;
(2) Individuals who, as of the date of this Agreement, constitute the
Board (the "Incumbent Board") cease for any reason to constitute at
least a majority of the Board; provided, however, that any individual
becoming a director subsequent to the date of this Agreement, whose
election, or nomination for election by the Company's shareholders, was
approved by a vote of at least a majority of the directors then
comprising the Incumbent Board shall be considered a member of the
Incumbent Board, but excluding, for this purpose, any such individual
whose initial assumption of office occurs as a result of an actual or
threatened election contest which was (or, if threatened, would have
been) subject to Exchange Act Rule 14a-l l;
(3) Approval by the shareholders of the Company of a reorganization,
merger, consolidation, or statutory exchange of Outstanding Company
Voting Securities, unless immediately following such reorganization,
merger, consolidation, or exchange, all or substantially all of the
individuals and entities who were the beneficial owners, respectively,
of the Outstanding Company Common Stock and Outstanding Company Voting
Securities immediately prior to such reorganization, merger,
consolidation, owned, directly or indirectly, more than 60% of,
respectively, the then outstanding shares of common stock and the
combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors, as the case
may be, of the corporation resulting from such reorganization, merger,
consolidation, or exchange in substantially the same proportions as was
their ownership, immediately prior to such reorganization, merger,
consolidation, or exchange, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be; or
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(4) Approval by the shareholders of the Company of (A) a complete
liquidation or dissolution of the Company or (B) the sale or other
disposition of all or substantially all of the assets of the Company,
other than to a corporation with respect to which, immediately
following such sale or other disposition, more than 60% of,
respectively, the then outstanding shares of common stock of such
corporation and the combined voting power of the then outstanding
voting securities of such corporation entitled to vote generally in the
election of directors is then beneficially owned, directly or
indirectly, by all or substantially all of the individuals and entities
who were the beneficial owners, respectively, of the Outstanding
Company Common Stock and Outstanding Company Voting Securities
immediately prior to such sale or other disposition in substantially
the same proportion as was their ownership, immediately prior to such
sale or other disposition, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be.
(5) Notwithstanding the above, a Change in Control shall not be deemed
to occur with respect to the Employee if the acquisition of the 40% or
greater interest referred to in subsection (i) is by a group, acting in
concert, that includes the Employee or if at least 40% of the then
outstanding common stock or combined voting power of the then
outstanding voting securities (or voting equity interests) of the
surviving corporation or of any corporation (or other entity) acquiring
all or substantially all of the assets of the Company shall be
beneficially owned, directly or indirectly, immediately after a
reorganization, merger, consolidation, statutory share exchange or
disposition of assets referred to in subsections (iii) or (iv) by a
group, acting in concert, that includes the Employee.
6. FORFEITURE. If the Employee's employment with the Company, or a
parent or subsidiary thereof, is terminated, other than by reason of the
Employee's death or permanent disability, then any Restricted Shares that have
not previously vested shall be forfeited by Employee to the Company, Employee
shall thereafter have no right, title or interest whatever in such Restricted
Shares, and Employee shall immediately return to the Company all certificates
representing Restricted Shares so forfeited.
7. THE COMMITTEE; ADJUSTMENTS. The Committee, in its sole and absolute
discretion, shall determine (i) whether the Employee has become permanently
disabled, (ii) whether or the extent to which performance objectives described
in Exhibit A have been achieved, and (iii) any other terms and conditions
relating to this award. The Committee in its sole and absolute discretion, may
modify previously established goals if it determines that modification is
advisable. In addition, the Committee may modify this award, in its sole and
absolute discretion, to adjust the number or type of securities subject hereto
in the event of a reorganization, merger, consolidation, recapitalization,
liquidation, reclassification, stock dividend, stock split, combination of
shares, rights offering, or extraordinary dividend or divestiture (including a
spin-off), or any other change in the corporate structure or Shares of the
Company.
8. EMPLOYMENT. This Agreement shall not give Employee any right to
continued employment with the Company or any parent or
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subsidiary thereof, and the Company or any parent or subsidiary thereof
employing Employee may terminate such employment or otherwise treat Employee
without regard to the effect it may have upon Employee or any Restricted Shares
under this Agreement.
9. MISCELLANEOUS. This Agreement is entered into pursuant to the Plan
and is subject to all of the terms and conditions contained in the Plan. A copy
of the Plan is on file with the Company; and, by acceptance hereof, the Employee
agrees and accepts this Agreement subject to the terms of the Plan. This
Agreement shall be binding upon and inure to the benefit of any successor of the
Company. This Agreement shall be governed by and construed in accordance with
the laws of the State of Minnesota. This Agreement contains all terms and
conditions with respect to the subject matter hereof and no amendment,
modification or other change hereto shall be of any force or effect unless and
until set forth in a writing executed by Employee and the Company.
IN WITNESS WHEREOF, Employee has executed this Agreement and the
Company has caused this Agreement to be executed by its duly authorized officer,
all as of the day and year first above written.
COMPUTER NETWORK TECHNOLOGY CORPORATION
By__________________________________________
Its_____________________________________
____________________________________________
Employee
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EXHIBIT A
TO RESTRICTED STOCK AGREEMENT DATED ________________
BETWEEN _________________ AND
COMPUTER NETWORK TECHNOLOGY CORPORATION
The Restricted Shares subject to the Restricted Stock Agreement to
which this Exhibit A is attached shall vest if Employee ______________________ .
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